EMPLOYMENT AGREEMENT

(b)                               Bonus .

(i) For Fiscal Year 2006, the Executive shall receive an annual cash bonus, payable to Executive on or before April 30, 2007, in an amount determined in the sole discretion of the Company’s Board of Directors, which amount shall be deemed earned if Executive is employed as of December 31, 2006.

(ii) For Fiscal Year 2007 and for each subsequent Fiscal Year during the Term (as defined below), the Executive shall be eligible to receive an annual cash bonus (the “ Annual Cash Bonus ”), which shall consist of two separate components and be payable to Executive on or before the end of the fourth month following the end of the relevant Fiscal Year, but in the event that the Company has not received its audited financial statements for the relevant Fiscal Year by the date that is three and one-half months after the end of such relevant Fiscal Year, the Company shall make such payment within fifteen days but not later than the last day of the calendar year following such Fiscal Year) after the Company’s receipt of audited financial statements for such Fiscal Year, so long as Executive is employed by the Company on the last day of such Fiscal Year, as follows:

(A)                               if the Company’s EBITDA for a Fiscal Year is greater than or equal to the EBITDA Target for such Fiscal Year, Executive shall receive an Annual Cash Bonus for such Fiscal Year equal to 50% of Executive’s Base Salary; and

(B)                                 if the Company’s EBITDA for a Fiscal Year is greater than or equal to the EBITDA Target for such Fiscal Year, Executive shall receive an additional Annual Cash Bonus for such Fiscal Year equal to the product of the Available Cash Flow Excess multiplied by 10%.

(iii) For Fiscal Year 2007 only, the Annual Cash Bonus, if any, payable to Executive pursuant to this Section 1 , 3(b)(ii)(A) and (B) , shall be increased on a pro rata basis to include the complete months in Fiscal Year 2006 following the date the Acquisition is consummated minus any annual bonus amount paid to Executive pursuant to Section 1.3(b)(i) (which shall be deducted first out of any amount payable to Executive pursuant to Section 1.3(b)(ii)(A)  and second out of any amount payable to Executive pursuant to Section 1 , 3(b)(ii)(B)) ,

(c)                                    Withholding . All payments made under this Agreement (including Base Salary, bonus payments, and other amounts) shall be subject to withholding for income taxes, payroll taxes and other legally required deductions.

(d)                                   Expenses . The Company will reimburse the Executive for all reasonable expenses incurred by him in the course of performing his duties under this Agreement which are consistent with the Company’s policies in effect at that time with respect to travel, entertainment and other business expenses, subject to the Company’s requirements with respect to reporting and documentation of such expenses.

(e)                                    Vacation; Holiday Pay and Sick Leave . The Executive shall be entitled to four (4) weeks’ paid vacation in each calendar year, which if not taken during any year may be carried forward to any subsequent year. Executive shall receive holiday pay and paid sick leave

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as provided to other executive employees of Holdings and the Company. Upon cessation of Executive’s employment for any reason, Executive shall receive pay for all accrued and unused vacation, calculated at his base salary rate in effect at the time of the cessation of his employment, provided that the amount of vacation that Executive shall be entitled to accrue during the Term shall be in accordance with Company policy and in no event shall such accrued vacation exceed 8 weeks at any given time.

(f)                                     Additional Benefits . During the Employment Period, the Executive shall be entitled to participate (for himself and, as applicable, his dependents) in the group medical, life, 401k and other insurance programs, employee benefit plans and perquisites which may be adopted by the Board for participation by the Company’s senior management or executives, as well as dental, life and disability insurance coverage, with payment of, or reimbursement for, such insurance premiums by the Company, subject to, in all cases, the terms and conditions established by the Board with respect to such plans (collectively, the “ Benefits ”) ; provided, however, that the Board, in its discretion, may revise the terms of any Benefits so long as such revision does not have a disproportionately negative impact on the Executive vis-a-vis other Company employees, to the extent applicable.

(g)                                  Incentive Unit Grant . On the Effective Date, the Executive shall receive a grant (the “ Equity Grant ”) of 408.11 Class B-1 Units, 680.19 Class B-2 Units and 272.07 Class B-3 Units (as defined in the LLC Agreement) of Palace Holdings Group, LLC. The Equity Grant shall be subject to the terms and provisions of the LLC Agreement including, without limitation, the vesting, forfeiture, repurchase and giveback provisions of Sections 3.1(c), 10.3 and 11.3 of the LLC Agreement.

(h)                                  Director and Officer Insurance . The Company shall use commercially reasonable efforts to purchase and maintain a Directors and Officers liability insurance policy on terms and conditions deemed acceptable to the Board of Directors, acting in good faith, which policy will cover Executive at all times during his employment.

1.4                                 Term and Termination .

(a)                                   Duration . The Employment Period shall commence on the Effective Date and shall terminate three (3) years from the Acquisition Date (the “ Term ”), unless earlier terminated by the Company or the Executive as set forth in this Section 1.4 . The Term of the Agreement shall renew automatically for one-year periods, unless either party gives the other party written notice of its intention not to renew the Agreement no later than 90 days prior to the expiration of the then current Term. This Agreement may be terminated during the Term upon the first to occur of (i) termination of the Executive’s employment by the Company for Cause, (ii) termination of the Executive’s employment by the Company without Cause, (iii) the Executive’s resignation with Good Reason, (iv) the Executive’s resignation other than for Good Reason, or (v) the Executive’s death or Disability. The Executive shall not terminate the Agreement with or without Good Reason, unless he gives the Company written notice that he intends to terminate the Agreement at least 90 days prior to the Executive’s proposed Termination Date. Upon termination of this Agreement, the Executive shall execute and deliver to the Company a release in form and substance acceptable to the Company.

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(b)                                   Severance Upon Termination Without Cause or Upon Resignation by the Executive For Good Reason . If the Employment Period is terminated by the Company without Cause or if the Executive resigns for Good Reason, subject to the Executive’s continued performance of the terms of this Agreement that survive the Termination Date, the Executive will be entitled to receive (1) (i) if such termination occurs prior to the eighteen-month anniversary of the Effective Date, his Base Salary for the greater of (x) twelve months and (y) the period of time remaining in such eighteen-month period, (ii) if such termination occurs after the eighteen-month anniversary of the Effective Date, his base salary and benefits equal to twelve months and (2) if such termination or resignation occurs between October 1 and December 31, Executive will be entitled to a prorated Annual Cash Bonus based on the number of days during the relevant Fiscal Year that precede the date of termination (each of (1) and (2) referred to as the “ Severance Payment ”) . The Executive also shall be entitled to receive payment for all reimbursable expenses or other entitlements then due and owing to the Executive as of the Termination Date.: In the event that the Executive breaches his obligations under Section 1.6 , 1.7 , 1.8 or 1.9 of this Agreement, the Company’s obligation to make any Severance Payments and provide any Benefits shall cease as of the date of such breach.

(c)                                    Death and Disability . In the event of the Company terminates this Agreement due to the death or Disability of the Executive, the Executive shall be entitled to no severance or other termination benefits from and after the termination of his employment, except as provided in Section 1.4(b) hereof. Any other rights and benefits the Executive may have under employee benefit plans and programs of the Company generally in the event of the Executive’s Disability shall be determined in accordance with the terms of such plans and programs. In the event of Executive’s death, any rights and benefits that the Executive’s estate or any other person may have under employee benefit plans and programs of the Company generally in the event of the Executive’s death shall be determined in accordance with the terms of such plans and programs.

(d)                                   Salary and Other Payments Through Termination . If the Executive’s employment with the Company is terminated during the Term (i) by the Company for Cause or (ii) by the Executive other than for Good Reason, the Executive will be entitled to receive his Base Salary through the Termination Date, but will not be entitled to receive any Severance Payments or Benefits after the Termination Date. The Executive shall be entitled to receive payment for all reimbursable expenses or other entitlements then due and owing to the Executive as of the Termination Date.

(e)                                    Other Rights . Except as set forth in Section 1.4(b) , all of the Executive’s rights to Base Salary, Benefits and Annual Cash Bonuses hereunder (if any) which accrue or become payable after the termination of the Employment Period shall cease upon such termination.

1.5                               Key Man Life Insurance . The Company shall have the right to purchase in the Executive’s name a “key man” life insurance policy naming the Company or any of its Subsidiaries as the sole beneficiary thereunder. The Executive agrees to take all reasonable measures necessary to effect the foregoing, including without limitation submitting to a physical examination for the purpose of determining eligibility therefore and cooperating with any matters related to the application for, and if obtained, the maintenance of, such insurance policy. If Executive is found ineligible for some reason for such “key man” life insurance either at the inception of his employment or at anytime thereafter, this ineligibility will not affect Executive’s

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employability under this Agreement or constitute Cause for termination of Executive’s employment.

1.6                                 Confidential Information .

(a)                                   The Executive shall not disclose or, directly or indirectly, use at any time, during the Employment Period or thereafter, any Confidential Information (as defined below) of which the Executive is or becomes aware, whether or not such information is developed by his, except to the extent that (i) such disclosure or use is required by the Executive’s performance of the duties assigned to the Executive by the Board, (ii) the Executive is required by subpoena or similar process to disclose or discuss any Confidential Information, provided, that in such case, the Executive shall promptly inform the Company of such event and shall cooperate with the Company in attempting to obtain a protective order or to otherwise restrict such disclosure or (iii) such Confidential Information becomes generally known to and available for use by the public, other than as a result of any action or inaction by the Executive. At the Company’s expense, the Executive shall take all appropriate steps to safeguard Confidential Information and to protect it against disclosure, misuse, espionage, loss and theft. The Executive acknowledges that the Confidential Information obtained by him during the course of his employment with the Company is the sole and exclusive property of the Company and its Subsidiaries, as applicable.

(b)                                  The Executive understands that the Company and its Subsidiaries will receive from third parties confidential or proprietary information (“ Third Party Information ”) subject to a duty on the part of the Company and its Subsidiaries to maintain the confidentiality of such information and to use it only for certain limited purposes. During the Employment Period and thereafter, and without in any way limiting the provisions of Section 1.6(a)  above, the Executive will hold Third Party Information in the strictest confidence and will not disclose to anyone (other than personnel of the Company or its Subsidiaries who need to know such information in connection with their work for the Company or its Subsidiaries) or use, except in connection with his work for the Company or its Subsidiaries, Third Party Information unless expressly authorized by the Board in writing.

(c)                                   As used in this Agreement, the term “ Confidential Information ” means information that is not generally known to the public and that is used, developed or obtained by Holdings and its Subsidiaries (including the Company and its Subsidiaries) and any of the Company’s predecessor entities in connection with its business, including but not limited to (i) business development, growth and other strategic business plans, (ii) properties available for acquisition, financing development or sale, (iii) accounting and business methods, (iv) services or products and the marketing of such services and products, (v) fees, costs and pricing structures, (vi) designs, (vii) analysis, (viii) drawings, photographs and reports, (ix) computer software, including operating systems, applications and program listings, (x) flow charts, manuals and documentation, (xi) data bases, (xii) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, (xiii) copyrightable works, (xiv) all technology and trade secrets, (xv) confidential terms of material agreements and customer relationships, and (xvi) all similar and related information in whatever form. Confidential Information shall not include any information that has become generally available to the public prior to the date the Executive proposes to disclose or use such information or general know-how of the Executive.

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1.7                                  Inventions and Patents . In the event that the Executive, as part of his activities on behalf of the Company or any of its Subsidiaries, generates, authors or contributes to any invention, design, new development, device, product, method or process (whether or not patentable or reduced to practice or comprising Confidential Information), any copyrightable work (whether or not comprising Confidential Information) or any other form of Confidential Information relating directly or indirectly to the business of the Company or any of its Subsidiaries as now or hereinafter conducted (collectively, “ Intellectual Property’ ”), the Executive acknowledges that such Intellectual Property is the sole and exclusive property of the Company and its Subsidiaries and hereby assigns all right, title and interest in and to such Intellectual Property to t